Gaze Not Into the T-Abyss
by WackyJaber
Summary: "No, no, no, no, no…" Rachel repeated this as she felt the virus changing her, corrupting her body and mind. Soon, she would be a monster like all the others. This is a story about Rachel's downfall... WARNING: Contains sexual themes, disturbing imagery, eroticism, hentai. (Rachel, Jill)
1. Chapter 1

**This is an erotic themed fanfiction containing sexual themes, and disturbing imagery.** If that is fine with you then go ahead. The first chapter is actually quite SFW, but the second chapter of which I will be working on will be NSFW and include actual sex and stuff.

 **Warnings:** Contains corruption, blood, and hentai tentacles

 **Characters:** Rachel, Jill

 **Disclaimers:**

I do not own Resident Evil, Resident Evil Revelations, or their characters. Capcom owns them.

All characters, places, and events are works of fiction. The author does not condone murder or turning hot babes into monsters.

 **Art:** Official Rachel concept art

 **Reviews:** Please leave a review. I always welcome any kind of feedback, even if it's just to tell me I'm a hack.

* * *

 **Gaze Not Into the T-Abyss: Chapter 1**

Rachel held a trembling hand to her mouth as she coughed out a pint of blood. She pulled it away to look at the patch crimson staining her palm, and for the first time e ver the fear of death overcame her. Eyes obscured by her luscious blond hair, nobody would be able to see the tears streaming down her face, even if there was anybody left alive around to see. She clutched her arms and weeped quietly, slumping down with her back against against the metallic wall.

The fluorescent lights flickered inciscently, making her already terrible headache double in furiosity.

"Why? Why is this happening to me?" she asked to nobody with her quivering voice. The question would always go unanswered, and only God knew the reason, but he would never respond to her.

A nasty gash tore open the leg of her wet suit where she was slashed just minutes ago by one of the Ooze monsters, where it bled profusely on the outside of her thigh leg. Just attempting to stand on it sent a sharp pain up her body. Without a tunicate she was pretty sure she was going to bleed out - but that was the just the beginning of her woes.

Just outside of her small confined room she could hear loud squishy footsteps and the low, menacing gurgling growl of the monsters stalking the halls. She had taken shelter in what appeared to be a medical bay, with a stretcher behind a pair of closed curtains just a few feet away from her, and a cabinet full of knocked over pill bottles tilted unevenly on the wall. Eventually the sound of the monster's footsteps seemed to wander away from her, allowing the woman to sigh in relief. Still shaking up, Rachel started to prop herself back up. Perhaps since she was around all these medical supplies she could find something to heal her wounds.

 _Rumble._

Rachel snapped around, hearing noisy metallic banging coming from the vents lining the ceiling. A blood chilling scream escaped from her lips as a monster that looked as if it was molded from wet clay came out of it and fell to the floor with a splat. Heart racing, she tried to turn around to race out the door, only for yet another two of these terrifying humanoid creatures with misshapen tumor covered faces to stumble on in and block her one and only exit.

"S-stop it! Don't come any closer!" yelled Rachel, attempting vainly to threaten them away. She was really wishing she had kept her gun instead of throwing it at the first monster she saw now. It might have come in handy.

They paid no heed though, and just as she was about to let out another scream the Ooze from behind lurched forward and grasped Rachel by the throat with its cold, clammy hand. It held her up as it choked her, its grasp tightening by the second, and all she could do was grasp weakly at its mangled arm and gasp out meak sounding pleads. The Ooze groaned as that part of its face that vaguely resembled a mouth opened up, and a large oozing, pink, circular leach like mouth with rows upon rows of pointy teeth belched out, then sprung forward towards the helpless woman. Unable to make a sound, Rachel cried silently as the Ooze's tendril suctioned itself onto her face, biting deep enough to draw blood. Slime drenched her neck and oozed down the front of her unzipped chest, while the creature slurped down her life's essence noisily. After a few seconds the Ooze monster drew back its mouth allowing Rachel to finally gulp in some air. It was a small solace, however, as with a screech the monster arched its arm and tossed her body across the room. She screamed her head off before it cunked against the hard surface of the room's window, cracking it just as it cracked her skull.

Then the world went dark.

* * *

After who knows how much time later, Rachel's eyes finally flickered open. Her breathing was shallow and her head throbbing. With a weak voice, she choked out a whimper. That's when she realized - she was alone. The room was completely void of the monsters that had attacked her, and the floor beneath her was slick with blood; her own blood.

"Wh-why am I still alive?" asked Rachel. Again, nobody answered.

She just couldn't wrap her head around it though. Looking down at herself she could clearly see that her entire body was covered in bite marks. Those Ooze monster's had done a good job tearing up most of her suit. Not much of it remained to cover her up. Hell, she was surprised that she wasn't missing chunks of her flesh.

"Oh… god…" she moaned, clutching her stomach with both her hands.

A terrible nausea overcame her and she doubled over, gagging wihile her insides , she pushed herself back onto her feet and stumbled over to the completed trashed medicine cabinet. Surely there was something to help. Perhaps dramamine? Feeling about ready to puke, she knocked over several bottles in her search for something. Anything! She all the worthless bottles she knocked over to fall to the side and shatter on the floor. A terrible odor filled the air smelling of rotten flesh and fish.. Finally, she found what she was looking for. She grasped a white pill bottle with a blue label and tore off the lid, then poured herself a handful of booze colored tablets into her hand before downing them, with no water to help wash it down.

"Sh-shit… it's not going away," she groaned, clenching her head. If anything it was even more powerful than before. She propped her arm against the medical cabinet. Her vision was swimming right before her eyes. It was like the boat was on a roller coaster and she was in for the wildest ride of her life.

Suddenly, she realized that the pain in her thigh was gone. Looking down she scanned herself, now realizing that the large gash had all but gone away. Did God finally respond to her?

"How is that possible?" she asked, moving her leg around to test it.

That's when the real pain began. She let out a gut wrenching shriek as she felt her organs twisting around inside of her. She could literally hear her bones snapping and twisting around her torso area as whatever had infected her began to do its work. Now Rachel knew why the monster's had left her alone.

"No, no, no, no, no…" she repeated over and over again, her shoulder heaving as she cried. "I don't want to ch-change… I don't want to be like them."

What she wanted was irrelevant though. More changes soon occured that even she couldn't fully comprehend. Her once beautifully fair skin began to secrete a slimy moisture similar to the Ooze monster that had attacked her, as her flesh became more grey and her veins more readily apparent through the membrane. The texture caused her grip to slip and her body to thud against the inviting floor.

The virus worked fast.

Knowing she didn't have much time left, Rachel crawled over an overturned desk, next to which she spotted a red notebook and a pen underneath several wrinkled up papers. Quivering, she picked up the pen and open up the book, ready to write as much as she could while her humanity still controlled her. She was going to turn, she knew, and nothing could stop that short of a miracle, but at the very least she could write her final thoughts and words down for someone to find.

As she put ink to paper began to write vigorously, but it was hard to see what she was writing with all the tears welling up in her eyes. Every single second her body convulsed as more of her insides shifted. Then there was a pain unlike all others before it that forced her to come to a halt. Her right arm began to snap and pop as it quite literally began to split into two, splattering the notebook with her blood, and in the end it left her with the two ends, and she could only watch as they turned into dangerous, monstrous looking claws.

"Please, someone, help me…" she cried, feeling her mind slipping. Still, she went back to writing, hoping that she'd leave something behind.

She managed to get down a few more paragraphs till her vision started to darken. At first she thought she might have passed out again, till she tried to brush her bangs away only to realize that her hair had turned into a large spongy tumor on her head that she could feel actively stretching into a tentacle like tendril, slithering down her back and winding itself around her right leg like a plant vine.

"I can't see," she said like a whisper, feeling around for something to pull herself up. "Why can't I see?" Strangely enough, she felt rather calm in the face of her demise. She would be worried about that too if it weren't for the voices in her head telling her to let the changes happen

The nausea from before had vanished, and though her entire body was still in pain she realized that she also started to feel pretty good. Like, really good in fact. Just underneath her skin her flesh was frothing and bubbling. Her body was actually expanding upon itself till she could eclipse the size of a normal person easily. Sure, her bones moving around certainly was uncomfortable, but the pain began to feel gratifying, and left her with an delightful light headed sensation that drew out all her worries.

"Yes! Yes!" she growled, a second voiced layered on top of her own now. Her breasts were rather large even before, but now they were expanding so much she was worried they might actually spill out of her wet suit. She moaned, stumbling over to the desk and falling on it, spilling its contents on the ground with a crash. "Feels good! Feels good!"

In the thralls of her moaning she felt a large presence growing and filling the confined chamber of her throat. A lump formed that looked like a man's adam's apple, till it began to slowly balloon in size, and as it swelled up voices in her head increased until it was as loud as a chorus, drowning out her own thoughts. Guttering out a few few noises that sounded like she was choking, Rachel's mouth stretched itself open into an outrageous radius as a massive leach like appendage, similar to the Ooze's, sprung out of her maw, flinging around and gushing out odorice slime everywhere as it screeched monstrously. All of Rachel's nerves were lit up with pleasure as its mouth sucked at the air. Her leach tongue was very much similar to the other creatures except that its teeth were not sharp, and were more like fleshy little barbs that suctioned onto whatever it could get itself latched onto.

With a noisy slurped she gulped back down the struggling appendaged as it vanished pass her lips. For a second there was silence… and then Rachel giggled.

As she pushed her self off the desk her changed voice began to hum a sweetly melody she could barely remember from when she was a little girl, her thoughts now completely overtaken by the desires of the virus that had infected her. Her wet suit, having been torn up, and now stretched by her increased mass, was near;y complete in tatters. It only just barely covered up her most private parts.

The virus had indeed changed Rachel into an Ooze, but she was unique; an evolution. She still kept her feminine physique, and her strength was heightened to the point she could tear a wooden beam off a house's structure.

"Find…" she droned, her wet footsteps plodding out the door. "Find others… make mine…"

Echoes of people, but not of monsters, could be heard; the voices of people, like she used to be. One of them even sounded familiar.

"Tasty morsels..."

A smile stretched across her lips.

 **(To be continued...)**

* * *

Thanks for reading, and please leave a review if you enjoyed it, or even if you didn't enjoy it.

Side Note: I realize that in the game the barnacle appendage didn't come out of her mouth, but I just find it more horrifying than sexy to see her head splitting in half.

The second chapter will include Jill, and also NSFW actual sexual stuff


	2. Chapter 2

While everything in the first chapter was decidedly keeping to cannon, I've obviously decided to stray from that in this next one.

Also, sorry for the delay. I actually wrote this chapter, but after reading it I absolutely hated it and deleted everything to begin again from the start. And also… doing college finals.

I'm really happy to see everybody enjoying this so far, and if you want to add your thoughts on what you want to have happen don't be afraid to send me a message or leave a review. I'm open minded.

 **Contains:** Erotica, nude imagery, futa, corruption, tentacles, anal, oral, non-con

* * *

 **Gaze Not Into the T-Abyss: Chapter 2**

It was always busy at the B.S.A.A. headquarters, but right now it seemed like something had awoken the hive. Everyone was either talking loudly, trying to get somewhere, or doing both at the same time. Not a single person wore a happy face.

Yet there was one man who seemed oddly calm compared to the rest. Clive R. O'Brian sat still at his desk, his expression completely stoic even though everything was going completely wrong. A hot mug of steaming coffee sat untouched next the picture of him and his old partner, now the head of the Federal Bioterrosim Commission, Morgan Landsdale. He had such serious angular facial features that, cobbled together with his sharp beard, made him look quite villainous. Compare Morgan landsdale that to him and one wouldn't be able to see how they could have once been friends. O'Brian was slightly chubby, never brushed his frizzy brown hair, and spent all his time reading detective stories in his off time.

O'Brian sighed and leaned back in his chair.

He closed his eyes, trying to let his nerves settle. Although he always tried to seem composed, these latest events had him on edge. Hopefully he didn't make the wrong choice when he started this little conspiracy.

Suddenly, his computer screen lit up, beeping loudly. O'Brian immediately sat back up, reading the message alert that had just come through. Apparently the info that Quint and Keith had gathered up there in all that snow had finally made back it to him. Who knows what kind of secrets this held - maybe even a game changer.

"Finally, some good news," he commented gruffly, using his tie to dab away the sweat gathered on his brow.

There was a lot of information here, all of it pertaining to the terrorist organization Veltro, and the virus known as T-Abyss they used on the city Terragrigia. Clicking on the mouse, he popped open some windows regarding some of the known mutations that specimens had undertaken. Apparently many of the Veltro agents, after being double-crossed by Morgan, turned into those enormous blob like hulks of flesh that had washed up on shore a week ago. What was even more strange, was that all record specimen mutations thereafter had completely different results.

Both on board the ships Queen Zenobia and Queen Semiramis the virus had changed the victim according to their biological sex. Male subjects turned into slimy tumor laden creatures labeled as Ooze monsters, with leech like sucker tongues they used to extract the moisture from of their victims. Meanwhile, all known female test subjects developed into creatures known as Sea Creepers, aquatic monsters with insect like carapaces that liked to grab ahold and drown any victim they could get their grips on.

"Huh, that's pretty interesting," said O'Brian, scratching his chin. "A virus that mutates based on gender. That's rare. Usually they're pretty non-discriminate."

Immediately upon reading that information though he closed the windows and began browsing the other files sent. He needed something much more substantial than monsters. In order to defeat Morgan he needed to find hard info connecting him to Veltro.

He needed to find his ace in the hole.

* * *

The first thing Jill could hear as her eyes fluttered open was the sound lapping water, like waves against a sandy shore. It reminded her of when she was a little girl, playing on the beach, and for a moment she forgot where she was. Then she heard someone humming, and while at first she thought it sounded comforting, just like her mother used to do for her, the memories of who it belonged to came flooding back.

"Rachel!" she screamed, her aquamarine eyes snapping opening in a panic.

A familiar sight met her gaze. Before her was the massive pool located above the grand hall of the ship Queen Zenobia, the contaminated red water washing up just inches away from her bare toes. Jill herself was laying back against a surface that felt soft and squishy, which, just by looking around the room, was probably one of the massive piles of gross barnacles she saw surrounding and spilling into the pool's water. Some of it even scaled the sides of the large diving board located off to her right, and every once in a while the disgusting mass would make nauseating squelching noises as if they were growing in size, which they probably were.

Jill's eyes darted around, searching for the source of the humming, but due to the way acoustics bounced off the walls it sounded like Rachel's eerie voice was coming from every direction at once. That was beside the matter though. Rachel being around was bad news. She needed to get as far away from here as possible.

With a grunt Jill tried pushing herself up..

Some kind of pressure around her stomach held her down.

That's when Jill realized where Rachel's humming was coming from as she finally noticed the blood chilling fractured arm wrapped around her waist. She didn't need to turn around to know that Rachel was there - or learn that what she thought was a bed of soft barnacles was actually the tender flesh of the monster she had become. When she felt the coolness of her tongue touch her neck and then loudly slurp upward that confirmed it.

Jill gulped, wondering how she got into this particular situation, and tried recalling what her last memory was before she woke up here.

Faintly, she remembered needing to find the key to the lift to the bilge. The journey took her searching around near the bridge section of the ship. Raymond had told her and Parker that Rachel was the last person to have had it, so she needed to find her. Jill thought back to when she saw a woman being assaulted by a pack of Ooze monsters she had previously presumed dead and put the pieces together, but Parker stayed behind to try and fix some of the considerable damaged wiring he noticed while scrutinizing the lift's controls. After all, what good was a key if the lift itself was useless?

"Jill, have you found her yet?" came the voice of Parker over Jill's communicator.

"Not yet. Looks like her body has been moved," she responded back, looking at the puddle of dried up blood where she last saw Rachel's body slumped against the wall. "Some monsters probably made off with it."

"Yeah, that is a pretty safe bet. Better get searching then," said Parker, before the feed cut off.

Jill let her finger off the comm button as she kneeled down to look more meticulous over the blood stains. Strangely enough, she noticed that there was no trail of blood, telegraphing that the body had not been dragged away. It was like the body had just gotten up and moved by itself. Was Rachel actually alive? Did Jill make a mistake?

Then she heard it.

A sound like water dripping, and then an ominous droning humm coming from behind. It still sounded vaguely human, which caught Jill off guard before she snapped around and readied her M92F, only for a claw come down to swipe it right out of her hand, sending it careening to the floor with a clatter.

"Ah! Son of a bi-!"

Mid sentence - as she was clutching her cut open palm - another arm, split down the middle with two hands, wrung itself around her slim neck and slammed her against the glass window pane behind her. Jill struggled, kicking and gasping, grasping at the malformed fingers around her neck as the air was choked out of her. All she could see as her vision started to dim was the smiling face of a massive, mutated blond woman whose hair had converted into a mass of flesh on her head that made it impossible to see her eyes. Her pale white had transparent black veins crawling underneath her torn up wet suit which barely did its job of concealing the wearer's shame.

Perhaps in vain, Jill tried reaching for the knife she had strapped to her leg, but despite how she strained herself she just couldn't reach it. The monster seemed to find that amusing, giggling gleefully at her attempt.

"Found you…" chuckled Rachel, holding Jill further upward till her feet dangled uselessly off the ground.

After several seconds pounding her fists against the arm that held her, Jill's eyes began to close as everything darkened. Oh, she did try her best to stay awake, because she was certain that if she closed them she'd never open them again. All in vain though, as unconsciousness took her anyway.

That's why it came as such a surprise to her when she woke up, with Rachel cradling the B.S.A.A's agent head between her breasts. Finger tips traced themselves along Jill's jawline as Rachel inspected it , being careful not to apply too much pressure or else she'd cut into those delicate features.

Rachel couldn't understand why she was so fascinated with this captive woman, only that she was, and that she didn't want her to die - so once she had her Rachel took Jill's unconscious body all the way up to where she could be alone; just the two of them. It took a while clearing out all the other creatures in the area, but it was well worth it. Enough of Rachel's humanity remained though that she recognized weapons and radio equipment, so she tore Jill's knife strap and gun bag away before slumping Jill's body over her shoulder, leaving several jagged holes in Jill's aqua blue suit.

"R-Rachel?" stuttered Jill, hoping that she could reach the human that she used to be. "You gotta let me go, Rachel. Your partner's out there, looking for you." Maybe if she kept repeating the woman's name it would remind her of her humanity. At least, that's what she was counting on. All she knew was that she wasn't dead yet for a reason, and maybe that was because Rachel didn't want her. Whatever her intentions were it clearly wasn't to kill her.

Rachel's finger stopped, and Jill thought that maybe she was right. Then she noticed a shift of weight behind her as Rachel head leaned in. Curious, Jill turned her head to get a look only to see Rachel's face mere centimeters away from her own. This close, Jill could see all the damage the T-Abyss virus had done to her. The skin of her face was pale and clammy like a ghost, with old blood staining the area around her mouth and nose creating an eerie marble effect. Her hair wobbled with every slight movement, gleaming with the disgusting slime that Ooze creatures were always covered with - but before Jill realized what was happening, Rachel's warm, moist, blood covered lips were pressed again her own.

The mutated women pulled Jill's comparatively small figure against her own and held her there. Blinking, Jill was completely caught off guard. Needless to say she didn't expect this turn of events; but realization struck her as her eyes opened up wide in pure terror. With muffled yells, she tried pushing herself away from Rachel's embrace as hard as she could, placing her palms on her shoulders and shoving hard. What Jill remembered was that Rachel wasa carrier, so too much contact, especially when fluids are swapped, meant she could get infected - but no matter how much strength Jill mustered up against Rachel, she just couldn't pry herself away. Rachel's grip was like a steel vice; completely unrelenting. Eventually though it seemed that Rachel had had tired enough and broke herself away from the kiss, leaving dribble of slime down Jill's chin from where they were locked together.

"Rachel, stop!" demanded Jill, wiping away the putrid slime as she stared at her in what could be construed as stern. Rachel, in turn, looked back at Jill with a smile on her face, tilting her head as if she heard Jill and understood. "G-good, thanks for stopping. Now… let me go. I'm certain there's a vaccine around here, Rachel. We can still cure you. All you have to do is let me go…"

Inside of Rachel's mind swirled a cascade of opposing thoughts. Somewhere, still, was the mind of the person Rachel used to be; the one that wanted to be normal again - but it was almost immediately drowned out by the overwhelming wants of the virus, and some desires that were more… primal.

"You are mine," said Rachel lovingly, rubbing the back of her less grotesque hand against Jill's beautifully delicate cheeks. "I will have you. Don't worry though. You'll stop trying to resist eventually."

Something stiff was prodding against the crevice of Jill's rear, hinting at Rachel's intentions.. After such a response from her captor Jill threw away any semblance of trying to remain calm and began to yell and scream, kicking her feet around as she struggled to break free. All of the ooze covering Rachel's body though made it impossible for her to get a good hold, and everytime she managed to grab ahold of something her grasp immediately slipped.

The arm surrounded Jill's waistband began to shift upwards through all the struggling, running itself over her athletic waist. Rachel could tell just by the way it felt that there was a good reason why this woman had managed to survive for so long. One of the voices in her head told her that was a good trait for what she had planned for her, and she agreed with it. Instinctually, both of Rachel's palms drifted to Jill's chest were they filled themselves with the flesh of her two supple mounds. It was only through the suit though, so it wasn't direct contact, but the grope still made Jill give a startling cry. All of her struggling stopped for a split second as she tried to wrap her head around this awkward predicament.

Seizing this opportunity, Rachel squeezed her finger tightly to elicit more cute whimpers from the woman while she pressed her nose against that tied up chestnut pony tail, and take in a deep breath of Jill's scent.

"Smells delicious," sighed Rachel.

The her voice sounded, combined with their meaning, sent cold shivers down Jill's spine.

"P-please, Rachel. I beg of you…" she implored, still hoping for mercy.

In response, Rachel hands gripped the fabric of Jill's wet suit and tore it open wide, snapping the zipper up with the sheer force. It clanged against the other side of the pool and plopped in the water.

Withwetsuit split straight down the middle, a fissure was created that continued to tear downward past Jill's belly button and dipped down between Jill's thighs, exposing her body's ripe treasures. Her boobs spilled out, bouncing jauntily before coming settling to rest, and with a shocked cry Jill immediately went to cover herself with her hands, trying in vain to simultaneous hide both of her nipples and her puffy vulva.

Her face blushed furiously.

"Th-this isn't normal behavior for a B.O.W.," stuttered out Jill.

Cackling ecstatically, Rachel couldn't help but find the way this woman still felt the need to hide her modesty, despite the fact that only the two of them were around, pretty adorable. Still, she couldn't have Jill hiding her goods. Using her razor sharp claws Rachel began to slice open the suit with quick surgical strikes, allowing her to more easily tear off pieces and scraps from around Jill's arms and legs. All that time Jill put up her best scuffle while her face was the shade of an ripe cherry. She attempted to cover several tears only for more to be created. Soon there was nothing left but shreds of her wetsuit littering the floor around them. Some floated atop of the pool water after they drifted there.

Jill felt tears burning down her cheeks as Rachel's hands straddled her waistline, twisting her around in the large mutant woman's lap.

"Don't hide," whispered Rachel comfortingly, as she gently pried Jill's hands away from herself. "Play… with me."

Gulping nervously, Jill only now just noticed that Rachel was just as bare as she was. The remainder of Rachel's suit must have ripped off after she went through another growth spurt, because she was now at least another several inches bigger since she saw her on the ship's bridge, and her boobs were literally the size and shape of watermelons, with two large dark disc shaped teats pointed atop of them. Looking down revealed what Jill felt prodding her back earlier too, as Rachel had either grown, or apparently always had, a thick oozing dick with a set of fat tennis sized balls underneath it. Sandwiched right between both of their stomachs, Rachel's penis was easily the size of a log with many hard nubs lining up around the head, which gave it an otherworldly alien look to it as it twitched against her navel.

Flushed face, and just moments away from balling her eyes half heartedly tried to push away again, but it was as if Rachel body was covered in vaseline, inch by square inch with the slime that came out of her pores. All Jill managed to do was fall forward clumsily and get another kissing session as Rachel locked herself in.

Jill's body was shaking, both from fear and the strange and unusual taste that Rachel left in her mouth. Unlike the smell it wasn't putrid, but it wasn't good either. It was just strange and she had no other way to describe it, like licking a penny. After several seconds of locked lips though Rachel started to crave even more, driven on by her craving for bodily fluids; so she began to prod the tip of her tongue against Jill's mouth, wrenching it open to invade her every crevice. Jill's eye opened wide in alarm. She had never felt so violated in her entire life. It was tempting to just bite down and try to run away as Rachel reeled, but if saliva swapping was likely to contract the virus, she hated to think about her likelihood if she accidentally drank some of Rachel's blood, which was was far more of a biohazard. So in the meantime she was left with no choice but to go limp and just accept as Rachel's tongue ran itself over her teeth and tangled itself with her own mouth organ. Rather than continue to look into the horrifying face of the monster molesting her, Jill shut her eyes, preferring to just pretend this wasn't happening at all.

Jill's entire front and back were glistening with the globs of gunk that had rubbed off onto her body. It tingled everywhere it covered - almost like a bad itch. With Jill's senses otherwise overwhelmed at the moment, she didn't even notice as the tentacle wrapped around Rachel's leg begin to unwind itself and slink to the ground like a serpent, arching itself and hovering upward toward her posterior. It swayed back and forth as it creeped ever closer to the captured agent's rear entrance.

While Rachel's hands slowly started to slide down onto Jill's ass cheeks, a sound like a wet gurgled sounded out from her throat. Jill opened an eye for just a peek in order to see what the noise was about, and to her horror she saw the contour of Rachel's neck bulging outward and expanded. Something was crawling out of Rachel's windpipe very forcefully - and before she had time to react, an enormous shrieking mass erupted out and forced its way through Rachel's lipsand into her own. Her scream was muffled entirely by the spongy texture of the leach stuffing her cheeks and expanding the confines of her throat. With the menagerie of movement and glistening body parts rubbing together, the pool area was filled with a cacophony of loud wet squelching and Rachel's inhuman pleasure filled moans.

As for Rachel, well, she was in a pure utter state of bliss. Her secondary mouth was drinking in as much of Jill's sweet moisture as possible to sat her unquenchable thirst, while her hands were busy massaging and squeezing those supple ass cheeks, eventually spreading them apart to allow easier access for her patiently waiting tentacle. The tip of it dipped forward and prodded Jill's tight pucker with its warm spongy mass, eliciting yelp from the woman in Rachel's grasp. As eager as she was to simply plunge it in, she decided to lubricate the entrance somewhat by drawing little lazy circles of slime around the pin sized hole. Testing the water, figuratively, Rachel plunged her index finger inside and spread the lubricant inside of the anus ring, stretching and working the supple flesh to see just elastic she could get it. Rachel managed to fit an entire knuckle in, and Jill's body responded by squeezing her finger, bring a nice warm gooey feeling to Rachel's monstrous heart..

Knowing it was time, Rachel pull her finger back out with a satisfyingly wet * _schlk*_ before her tentacle went up and pressed itself hard up against the entrance. It bulged for a moment before exerting enough pressure and popping itself on it, causing Jill's back to arch and her eyes to roll back so hard that only her whites could be seen. All she could do was elicit a few guttural gurgles and twitch every now again while her back door was stretched. She could feel the slithery mass snaking its way up her intestinal tract, polluting her body with its unnatural viral taint and coating her walls like a layer of paint. Deeper and deeper the prehensile limb went, radiating its own sort of warmth that made it feel like like an alien was crawling up inside of her stomach.

From the outside it was possible to see diagram of the tentacle distending the overlay of Jill's tummy as it coiled and corted visibly for Rachel to see. Every movement and erant twitch of it sent shockwaves through her body as if she were a puppet with a very perverse owner.

Unable to stop herself even if she wanted to, which she didn't, Rachel began to slide the length of the tentacle in and out in a slow yet steady rhythm. It wasn't nearly as good pounding her into the ground with her cock, but it was a nice start - and she'd get to that other part soon enough. The slime coalescing around her back door was turning into a nice bubbly froth as the tempo picked up, and Jill's body, whether it was unwittingly or not, started to rock back and forth with it, sliding her body across Rachel's with every motion.

Even through the leach filled kiss it was possible to see the edges of Rachel's mouth curl up in a smile. Her fun was far from over, and she had so many plans for this woman.

As Jill's pupils managed to roll back to the front Rachel could see the faint shift of her cool blue eyes turning to scarlet at the edges of the irises.

* * *

"Jill, where are you?!"

Parker yelled as loud as he could as he sprinted down the hallway, killing every Ooze or variant of it that came across his path. His shotgun rang like thunder as it blew a hole straight through an Ooze's stomach and displayed the guts on the opposing wall. Immediately it slunk down to the floor and melted into a puddle of unrecognizable bloody mush.

According to where he last heard from Jill she should be around the medical ward, but she hadn't responded back for hours now. He didn't want to assume the worse but it was becoming hard not to.

"Jill! Jill! Are you in here?!" exclaimed Parker as he kicked in the room's door.

He readied his gun in an empty room, but by the way the desk was overturned and the curtains were shredded all over the ground he could tell that something had happened here. Pressing forward cautiously he checked every corner and crevice, making sure there was nothing waiting to jump out - and as he crossed the room something bumped up against his foot, causing him to look down.

What he saw made him suck in his teeth.

Jill's radio laid there before him, half rushed by a heavy footfall, which explained why he hadn't heard back from Jill. Yet, when he looked around he could see no sign of Jill's body.

"Wherever you are Jill I hope you're safe, or at least putting up one hell of a fight," said Parker, shaking his head sadly. For now, he was was on his own; as was his partner.

For a brief moment Parker shut his eyes and breathed in slowly, allowing himself to think and collect himself, and when he opened them again they were filled with a fiery determination. After cocking his gun he muttered a promise under his breath.

They were in this together, and partners didn't leave partners to die.

* * *

 **(To be continued…)**

Sorry that the chapter ended so abruptly, but I didn't want to leave any people following this to wait too long without an update so I'm giving you this. Anyway, I'm think of transforming Jill in the next chapter, probably into a special Sea Creeper the same way Rachel became a special Ooze monster. If you don't like idea or want something else I'd love to hear your thoughts.


	3. Chapter 3

**Gaze Not Into the T-Abyss: Chapter 3**

Breathing heavily through her nose, Jill could barely keep herself conscious. It felt like she was being choked but from the inside of her throat inside of from the outside, and by a far more invasive means. It stretched Jill's neck muscles far further than they've even been stretched before, noticeably bulging out as Rachel's sucker dipper into her chest cavity.

Rachel's sludge coated leach tongue was quite expansive, stretching itself far past Jill's esophagus as it continued to forcefully drain the woman of all her excess fluids - and yet the monstrous woman was craving more than she could acquire with this simple method, yet slow, method. With a hum, Rachel slurped back her extremity, sliding it noisily back out of Jill's lips and into her own mouth again where it disappeared pass her uvula.

As soon as her windpipe was free again Jill went into a coughing fit, clasping her hands around her throat to try and mitigate the raspiness she felt while excess slime trickled down her chin. Cool refreshing air filled her lungs with every inhale, and even though she was thankful for the much needed respite there was a new strange of emptiness that replaced the absence of Rachel's organ. While Jill cleared her throat she could still feel the slime coating her gullet's walls, clinging to it like glue and never letting was a distinct crabby after taste on her tongue that wouldn't go away, and she didn't even like crab, so she had no clue how she knew what it tasted like.

"Are you… _*cough*_ … happy now?" asked Jill, wincing as the tentacle squirming around in her gut shifted around. "Because I'm… _*cough* *cough*_... getting really tired of this. Parkers is looking for me right this moment, and if he finds me like this with you he'll-!"

Before Jill could finish her threat she took a quick glance down at her hands, and she saw something that made her gasp in shock. Her veins were visible through her skin! They were dark as ink and spreading quickly. Even while she watched on in terror she saw the blackness creeping up them along her arms crawling towards her shoulders, a telltale symptom of T-Abyss virus infection. Jill felt a child going down her spine as she realized that what she feared was already coming to pass, and that meant there was only one way to get out of this unscathed, and even then it might be too late.

"P-Please, Rachel,' begged Jill, looking straight into her eyes; or where she guessed here eyes were. "Let me go! I need the vaccine! If you don't I'll… _Mmf_ … I'll be… _Ahh~_... I-I don't want to… _Mmh~_ "

Paying little attention to what Jill was trying to say, Rachel continued to slide her tentacle in and out of Jill's pucker,making it sloppier and sloppier as she playfully rubbed against that walnut sized gland under the prostate. Every time it was stimulated it felt to Jill like she was being brought to near orgasm, hence why she was being cut off every few seconds.

"S-stop, please! _Ahn~!_ Rachel! _Ooh~!_ Stop!"

Rachel actually did stop. Mid thrust the tentacle came to a screeching halt, just as Jill's breathing began to become labored. She was so overwhelmed that she could barely lift her head up, instead coming itself on Rachel's big strong shoulders.

"Feel... good?" cooed Rachel's dronish voice as she pressing her lips to Jill's brunet head and kissing it tenderly.

With lips trembling Jill let out a stuttery response. "No." But if she were being honest with herself, like her body was, she would have said "Yes, oh god! Yes!" She couldn't take her mind off of the virus that was probably coursing through her body and playing bongos with her immune system. Even now it was polluting her organs; being pumped through her heart; and making her chest tender to the touch.

 _Drip._

Jill blinked, slow craning her head to stare down at the chalky white liquid distilling on Rachel's pale stomach. It trickled off to the side and dripped off of Rachel's hip, splashing onto side of the pool. "Wh-where did that come from?" aske Jill, a cold sweat forming on her brow. That's when she noticed that Rachel had been oddly silent.. Tilting her head up, Jill saw Rachel's bottom lip quivering, and while at first she believed that Jill might be crying, she soon saw that drool was spilling from the edges her mouth and a hungry predator light gaze was fixed onto her chest. Curious as to what she was looking at, Jill checked herself.

"?!"

Apparently what Jill had felt wasn't entirely all in her head. Beads of creamy white milk were forming on the tips of her teats and dripping onto Rachel's. Rachel's breathing was heavier than before, and it felt like her heart was pounding against her ear drums.. That sweet succulent sent filled her nostrils and hermind, enforcing her and her most primal impulses to the point she couldn't think of anything else except for those delicious sources of nutrition right in front of her.

"Mine!" Rachel screamed. "Mine! All of it... mine!"

Seizing the stem of Jill's ponytail, Rachel tugged hard on her head and used her other hands to shoved forward against Jill's shoulder blades, thrusting those milk producing chesticles front and center. Without skipping a beat Rachel's ravenous mouth clamped down around one of those leaky nipples and began to suck like a vacuum set on high. Slurping loudly, Rachel soon tasted delicious nectar gushing onto her wasting tongue, where upon she gulped it down greedily. Releasing her grip on Jill's hair, her hand instead switched to squeezing and tugging at Jill's other breast till the milk sprayed gratifyingly outward like a beautifully lewd fountain.

While at first the sharp tug on Jill's head hurt like hell, and she did give a pained yelp, she almost immediately was quieted by the feeling of Rachel's teeth nibbling at her sensitive little chest nub.

Jill couldn't help herself.

She instantly felt like her body was melting into a soft buttery puddle, and she was filled with a yearning to just let Rachel keeping drink away she couldn't explain. Even her breathing settled, more or less, as she felt her mammaries producing more than she could get rid of, and she was more than happy to part with it.

"Rachel… stop…" moaned Jill, eyes clouding over while her hand reached out to rub the back Rachel's head; as if she was a mother with a child. "This… th-this isn't right. My body shouldn't be doing this… but..."

Rachel responded by switching over to Jill's other breast, slurping extra loudly to extract the creamy substance. Despite Jill's earlier inhibitions, she was now completely damp between her thighs. An almost magnetic attraction brought her hip forward rub the front of her shaft against Jill's folds, grazing over the inordinary nubs around the head - and oh god, Rachel fat cock was fucking sensitive. She had never felt this turned on in her life; or in this case, after life? The fresh milk warming her stomach was a huge contributor as well to her increased vigor, spurning her to finally get on to doing what she had always intended to do with Jill since the beginning.

Without puasing her feast, Rachel began to quickly slide her tentacle outside of Jill's loosened asshole, eliciting quite a few lewd sounds as she did it. Jill convulsed as inch by engorged inch slid out of her guts and back into the open air, whimpering as finally the fat bulbous end came out with a wet pop, leaving stretched and agape. It instead began to wound itself around Jill's right leg, tightly gripping it so that it pushed out skindentations in a spiral pattern while Rachel's muscular left arm hooked itself under her left leg and hoisted Jill's body in the air, so that that her juicy, dripping sex hovered directly above Rachel's bitch splitting dick.

Without fanfare, Rachel pulled Jill down as hard as she could, shoving those wet lips apart and punching directly against the womb. Jill's mouth hung open with a shocked lecherous expression on her face.

" _Oo-ooh~!_ " she moaned, feeling her walls clamping down around Rachel's shaft.

Her irises were half crimson as her mind was wiped clean in a second. Blackness were already creeping up the veins of her neck and prodded the the edges of her pupils,the corruption finally starting to take hold. Rachel could even taste the difference in the milk itself as the sweetness became ever present. After plopping her lips from Jill's nipple, leaving a big wet hicky in its wake, Rachel leaned in to whisper something in her ear.

"Your body… is mine," she said, as if it was fact. Then her clawed fingers rung themselves around Jill's small neck and squeezed, not enough to cut off the air completely, but definitely enough that Jill was left gasping and pulling tugging to be let go.

"Mind… also mine."

Roughly, Rachel pushed Jill onto her back, with her head hovering just above the pool's red polluted water. Her brown ponytail dipped inside the pool like a brush, splashing water against the side. The tiles were a bit uncomfortable bits poked Jill's shoulder blades, but she couldn't seem to bring herself to care all too much as Rachel's sharp finger coursed itself over her vertebrae shackle. Despite the immediate dangers present in her situation, she could only make herself make twisted, vulgar expressions as she stared up at Rachel's face pleadingly.

"More importantly..." said Rachel, sliding her ginormous shaft slowly out till only the head was in. "... womb is mine!"

Then Rachel slammed herself in, full hilt. Jill's pupils shrank to the size of pin heads. It felt like her entire intestinal tract had been punched by a bulldozer. Rachel was busy keeping Jill's bottom half up in the air with the tight holds she held on her legs, her own enormous form hunched over in a high functioning mating press. Following the impact of the penetration, Rachel pulled back out for another one, and slammed in just as hard. That's how she worked, with very deliberate yet rough slams, and always with enough force to drive the air out of Jill's lungs again and again.

Rachel's nutsack smacked itself against Jill's ass cheeks, leaving a deep red bruising on the otherwise fair skin. Churning inside of them were enormous quantities of baby batter in the making, building up their stores while Rachel busied herself in permanently shaping Jill's sloppy pussy around the circumference of her dick, figuratively carving her name into those moist, rippling walls. At the moment, Jill was experiencing so much spine curling pleasure that she couldn't even think except to gasp Rachel's name over and over like a montra. She didn't even notice as her hair soaked in the pool's taint and began to change visibly on top of her head. The individual fibers of her brunet hair began to cling together as it molded into a singular shape, eventually turning into something very solid and helmet like, like the carapace of a crustacean.

" _Rachel… Oh, Rachel_ ," moaned Jill, her eyes turned fully red in their final moments before the carapace hair folded over them and covered them up. " _... don't… stop…. don't stop…. DON'T STOP~!_ "

Jill's entire insides were churning around as they mutated, and even though for Rachel her transformation was extremely painful, Jill was lucky enough that she was there to help overwhelm those feelings of pure unbridled pleasure. After hearing Jill's fucking hot begging, Rachel went into overdrive and began smashing Jill's dick hungry pussy even harder.

Trying to find something, anything, to hold onto, Jill wrapped both her hands around Rachel's wrist; the one attached to the hand squeezing Jill's windpipe. All those rough bumps on Rachel's dick splitting her open were somehow managing to hit every single sensitive nerve center lining the walls of her pussy. Compared to how good she felt when her ass was being fucked by Rachel's tentacle this was like riding the Devil's dick all way to hell.

Something was occurring underneath Jill's skin that made her toes curl themselves and her body convulse. Dark patches began to appear like blotches on her skin, at first appearing as bruises, but then became more apparent that these were just the start of her mutations. Her skin itself was became very loose slippery, and her lips and nipples were becoming like deep shades of ebony ore. Soon enough, even Rachel could hear faint rumbling noises occurring from the inside of her captive's body. Jill herself was shaking rather violently, almost like she was inside of a drier on the maximum setting. Her skin fell away like globs of jello. It peeled off like a reptile shedding it's skin yet much more grotesque.

" _Can't breath…_ " gasped out Jill, sucking in deep breath. " _... so hard to breath… and… thirsty…_ "

The reason for Jill's breathing troubles became soon apparent, as within her body her lungs were undergoing an evolution. Tiny flaps formed on her skin. Those were her gills - and ger spine was in searing agony as it extended rather violently downard, shifting around many of her major organs. Right above Jill's ass, a tail began to poke out, along with two shiny obsidian colored fins. Jill's new thorax came out after it, curling and twitching around as it slid out. It was almost beautiful, like a mermaids tail, glistening in the pool's light as the hard exterior shook off the old jello skin.

Jill's 'hair' extended down her back, stopping at a length that would reach just above her thighs as pushed itself out from underneath her arms. After a good amount of struggling, and some coxing on Rachel's behalf, two new arms came tearing themselves out of Jill's sides while she screamed as loud as she could. An intense pain filled her mind as she gave birth to them, but with Jill's afflicted brain pain and pleasure were two sides of the same coin, and she found herself clamping down on Rachel's cock as she came for the first time.

"Beautiful," cooed Rachel, pressing her lips to the top of Jill's head as she felt her warm juices spilling over her ballsack. "Soon... perfect~"

" _Rachel~..."_ moaned Jill, curling her legs around Rachel's waist. " _Breed me~!_ "

Her new arms were very insect like, and yet they retained the same number of fingers and thumbs for grabbing things with, but the tips of them were sharp enough to slice through sheets of steel metal - and as more of Jill's old skin came flaking offit was revealed that her old arms changed to look just like her new ones. In fact, nearly all of her old mold had been shed now. Antennas, like from several species of oceanic shrimp, sprouted from her forehead, twitching as they wrapped themselves around Rachel's biceps- and while Jill's new body retained its feminine form, all of her skin was now dark, latex texture, and had pieces of carapace covering pieces of her body like armor. Not all of her body had an exoskeleton though, for example her boobs complete uncovered and were somehow squishier than before, leaving Rachel free to grope and squeeze gallons more milk out of them. Those dark ebony nipples gushed like overflowing fountains as she coaxed more milk out of them, even sucking in one of Rachel's fingers when she pressed down on it by accident.

Just when Rachel felt like her balls were full to burst the round bulbous head of her cock managed to plug itself straight through Jill's cervix and sealed the fate of them both.

" _A-Ah… I-I can't hold it in a-any longer~_ " roared Rachel, feeling her semen tanks about to unleashed their storage. Her hands and tentacle limb clamped down all the harder as her body quaked.

" _Then don't_ ," responded Jill, her long forked tongue drooping out from her mouth producing frightening fangs. " _Just let it all out in me. Give me all of your spawn, Rachel~_ "

With one final half thrust, Rachel pushed her body as hard as she could against Jill's mutated body, clamping down hard and pulling her so close they could feel each other's heart beats. Rope after rope of thick, burning hot seed gushed into Jill's womb, filling it up to the brim within mere seconds. Unable to speak, Jill could only shiver and wrap all four of her arms around Rachel's back while her womb was fully and complete inseminated.

" _Mmh~ So full~_ " sighed Jill, humming creepily as her mutated tongue probed around Jill's ear lobe.

Her original human mind had been wiped away by the virus, and even now as Rachel's sperm invaded her eggs all she could think about was doing it again. Rachel was still basking in the after glow, slumped over Jill's crustacean like body while her dick softened up inside of her.

The water lapped serently at the pool's, and not a human, or monster other than them, was in sight.

Years later…

The coast had been blocked off by authorities after an outbreak of monstrous creatures were found stalking the waters. Where these beasts came from nobody knew, but there were rumors started by fishermen who happens to sometimes draw near those waters. They say they sometimes saw a beautiful mermaid like creature out there where the old ships had sunk, and she was always in the throes of passion with this other beautiful jumpsuit wearing maiden. The mermaid's stomach was was completely swollen and it was possible to see her young moving around trying to get out.

Of course, these were only rumors, and nobody could ever agree on what was the real cause..

As for Jill and Rachel? Their names were forgotten long ago.

Sorry about the long wait guys. I hope it was worth it.

I honestly can't tell how good this chapter is but I tried my best because I know there were a lot of people asking for this one.

Anyway, this is the last one. I only originally planned on there being one chapter, and then it became two, and then it became three. Well, it's all done now.

What caused the long wait time? Nothing… I'm just really lazy. . Well also college was a factor.

I hope those that waited are satisfied even though it was a bit rushed. c:

Oh yeah, I also completely forgot about the B-plot. Honestly I didn't have anything planned for that.


End file.
